Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 13, 2019, SBA Communications Corporation (the "Company") appointed
Fidelma Russo to the Company's Board of Directors (the "Board"), effective as of
January 1, 2020. Ms. Russo will serve as a Class III director for a term
expiring at the 2020 Annual Meeting of Shareholders, at which time she will
stand for re-election. Concurrent with her appointment, the Board will be
expanded to nine members. Upon her appointment, Ms. Russo will serve on the
Audit Committee and the Nominating and Corporate Governance Committee of the
Board.
The Board has determined that Ms. Russo qualifies as independent under the
independence standards set forth in the Nasdaq listing standards. There are no
arrangements or understandings between Ms. Russo and any other persons with
respect to her appointment as a director. Neither Ms. Russo nor any immediate
family member of Ms. Russo has been a participant in any transaction or
currently proposed transaction with the Company that is reportable under
Item 404(a) of Regulation S-K.
Ms. Russo will participate in the standard non-employee director compensation
arrangements described under the heading "Director Compensation" in the
Company's Definitive Proxy Statement on Schedule 14A for the Company's 2019
Annual Meeting of Shareholders filed with the Securities and Exchange Commission
on April 5, 2019. The Company also plans to enter into an indemnification
agreement with Ms. Russo, the form of which was previously filed with the
Company's Annual Report on Form 10-K for the year ended December 31, 2008.
A copy of the press release announcing Ms. Russo's appointment to the Board is
furnished with this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit
No. Description
99.1 Press release issued by SBA Communications Corporation on December
16, 2019.
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document)
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